TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

I. General

All our offers and deliveries are subject to our General Terms and Conditions, which are printed below, even if the customer stipulates other terms and conditions. Verbal agreements require our written consent to be valid and binding. The same applies to subsequent changes or additions to existing written agreements or to these terms and conditions.

II. Offers, plans, catalogues, brochures

Unless expressly stated otherwise, our offers are subject to change and non-binding, as are the information contained in catalogues, plans, brochures or other information material.

Plans, sketches or other technical documents, as well as samples, brochures, etc., are our intellectual property. Reproduction, imitation or modification of such documents or parts thereof is not permitted, nor is the disclosure of individual or all documents to third parties. Documents must be returned free of charge upon request.

III. Acceptance of orders

All orders are only binding for us once we have confirmed them in writing. The customer remains bound to the order until we have expressly rejected the order. Any legally required and official approvals must be obtained by the customer.

IV. Fulfilment and transfer of risk

Upon completion of the system, the risk shall pass to the customer, even if, in exceptional cases, carriage paid delivery has been agreed. If completion is delayed due to circumstances beyond our control, the risk shall pass to the customer on the day the system is ready for collection.

V. Delivery periods

The agreed completion period shall generally commence after our order confirmation and the fulfilment of the technical and commercial requirements by the customer. Unforeseen delays in production and other obstacles, such as cases of force majeure, operational disruptions in our own factory or in the factories of our suppliers, shall entitle us to postpone deliveries for the duration of the hindrance. The agreed completion date may be delayed due to changes requested by the customer during production. Delays in delivery for which we are not responsible shall not entitle the customer to withdraw from the order. In the event of default of acceptance by the customer, we shall be entitled to demand performance and to store the delivery goods at the expense and risk of the customer without any obligation to insure them, whereby not only the storage costs but also all other expenses incurred as a result of the delay shall be borne by the customer.

VI. Prices, packaging, freight, insurance

Unless otherwise agreed and unless otherwise stated by us, our prices are always subject to change, exclude packaging and insurance, are ex works and do not include loading. Packaging will be invoiced separately to the customer in all cases and will not be taken back. If delivery with delivery has been agreed, the prices do not include unloading and assembly.

All quotations given by us are based on the price and cost levels at the time the price is quoted. We are entitled to take price changes into account when invoicing or in the form of a supplementary invoice. We are entitled to take into account price changes resulting from changes to the order by the customer during production, changes in raw material prices, changes in legislation, etc. when invoicing or in the form of a supplementary invoice.

VII. Terms of payment

Unless otherwise agreed, half of the purchase price is payable upon placing the order, with the remainder, including any ancillary claims, payable upon completion. In any case, payment by the customer shall only be deemed to have been made when the corresponding amount has been received by us or our bank account without deduction. We shall use partial payments primarily to cover any costs, ancillary fees or interest that may have accrued. Any other payment designations by the customer shall be deemed not to have been made. In the event of default in payment, we shall be entitled to charge default interest of 1% per month on the outstanding balance. This interest shall be payable within 8 days of the request. If the customer defaults on any agreed partial payment, the entire outstanding balance shall become due immediately (forfeiture of the payment term). In the event of default in payment, we shall be entitled, even without prior agreement with the customer, to collect the delivered goods including accessories and take them into custody or to make completion dependent on the prior fulfilment of all obligations of the customer.

The customer is not entitled to withhold payments due to warranty or other claims, regardless of the basis on which such claims are made. The offsetting of other claims is also expressly excluded.

VIII. Warranty

We provide warranty for defects based on design faults or errors in execution, provided that such defects occur within a period of six months from the transfer of risk and the customer notifies us of such defects immediately by registered letter. Warranty for defects based on, among other things, drawings, samples and specifications provided by the customer is excluded. Our warranty obligation shall lapse if the customer disregards the intended operating conditions, maintenance instructions, etc., or treats the delivered goods improperly, remedies defects that have occurred without our knowledge or has them remedied, fails to comply with any other obligation incumbent upon him under the contract, or fails to make payments or withholds payments. The warranty period is 6 months. It begins upon completion and, if we also monitor commissioning, upon its completion. The warranty period ends at the latest 6 months after completion. This also applies if our deliveries become part of immovable property through installation or in any other way.

For those parts of the goods that we have obtained from subcontractors, we shall only be liable to the extent of the warranty claims to which we ourselves are entitled against the subcontractor.

If goods are manufactured by us on the basis of design specifications, drawings or models provided by the customer, our liability shall not extend to the correctness of the design, but to the fact that the execution is carried out in accordance with the customer's specifications.

In such cases, the customer shall indemnify and hold us harmless in the event of any infringement of property rights. We do not assume any warranty for repair orders or for modifications or conversions of existing goods or goods of third parties, or for the delivery of used goods.

IX. Compensation

We shall only be liable for damages if gross negligence on our part can be proven. Compensation for lost profits and consequential damages shall be excluded in all cases. If the damage occurs in the item or work delivered by us, we shall only be obliged to replace it within the scope of the warranty if it cannot be repaired. Any liability for compensation under the Product Liability Act, BGBI. No. 99/1988, or product liability claims derived from other provisions for property damage to items used for business purposes or employees of entrepreneurs is excluded. The exclusion of liability for compensation in the aforementioned sense must be transferred by the buyer to the next purchaser and the obligation to transfer this liability must also be imposed on the next purchaser. The purchased item offers only that safety which can be expected on the basis of approval regulations, operating instructions and regulations on our part regarding the handling of the purchased item, in particular with regard to any prescribed inspections and other information provided. Any legally required and official approvals must be obtained by the customer.

X. Retention of title

Until the purchaser has fulfilled all its obligations under the delivery contract, we expressly reserve the right of ownership of the delivery. If third parties assert, establish or enforce rights to the items subject to retention of title in the form of seizure or in any other way, the purchaser must immediately notify us of our ownership and inform us without delay by registered letter, stating all details. In order to maintain the value of the reserved property, the customer undertakes to use the items in question with due care in strict accordance with the operating instructions and to have any damage repaired immediately at its own expense, even if the damage was caused through no fault of its own, accidentally or by force majeure. Any permanent connections of our deliveries in the form of installations or in any other way to the ground or parts of buildings do not alter the nature of our deliveries as movable goods and do not affect the retention of title.

XI. Place of performance, place of jurisdiction, miscellaneous

Place of contract and place of performance: Piesendorf, Austria.

The customer may not transfer its contractual rights to third parties without our consent. The individual contract and our General Terms and Conditions remain binding even if individual points are invalid. The contract is subject to Austrian law. The court with jurisdiction at the registered office of SENO Spezialmaschinen GmbH shall have exclusive jurisdiction for all direct or indirect disputes arising from this contract.

Version: January 2015